Broad Bay Capital Management LP

Item 5. Fees and Compensation
Funds

General
Broad Bay provides investment advisory services to each of the Funds pursuant to such
Funds’ Governing Fund Documents, which set forth in detail the applicable fee structures.

Broad Bay receives compensation from management fees based on a percentage of assets
under management, incentive allocations and certain other fees or expenses related to the
Funds (as described below). Investors should review all fees charged by Broad Bay to fully
understand the total amount of fees to be paid by a Fund and, indirectly, by the underlying
investors.

Management Fee
The Funds, on behalf of their respective investors, pay Broad Bay a management fee of up to
1.5% (depending on the class of interests or shares that are held) of net asset value on an
annualized basis, subject to an annual cap. For certain legacy investors who invested prior to
January 1, 2026, the management fee is subject to certain reductions based on the duration
of an investor’s investment and the net asset value of the Master Fund, as well as the annual
cap. The management fee is paid monthly in advance and is not refundable. The management
fee is deducted directly from the relevant Fund.

Form ADV Part 2A Brochure | Broad Bay Capital Management, LP                           July 2026

Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected
to reduce, waive, assign, participate or otherwise share the management fee payable with
respect to some investors (including affiliates of Broad Bay).

Incentive Allocation
An affiliate of Broad Bay is entitled to receive from the Funds, on behalf of their respective
investors, an annual incentive allocation ranging from 15% to 20% (depending on the class
of interests or shares that are held) of new realized and unrealized income and gains, subject
to a high watermark. Upon a full or partial withdrawal or redemption by an investor other than
as of the end of a fiscal year, there will be a special determination of the incentive allocation
with respect to the amount withdrawn or redeemed.

Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected
to reduce, waive, assign, grant participation in or otherwise share the incentive allocation
allocable with respect to some investors (including affiliates of Broad Bay).

Expenses and Other Fees Attributable to the Funds
The Onshore Fund and the Offshore Fund each bear all of their organizational expenses and
offering expenses and their pro rata share of the organizational and offering expenses of the
Master Fund, and will reimburse the General Partner and/or Broad Bay, as applicable, to the
extent that either Fund bears organizational or offering expenses on behalf of the Funds. For
financial reporting purposes, Broad Bay may, in its sole and absolute discretion, amortize, and
has amortized, the organizational and offering expenses incurred by the Funds for up to a
sixty (60) month period.

In general, each feeder fund bears all of its operating expenses and its pro rata share of the
operating expenses of the Master Fund. Such expenses include, without limitation, all costs
and expenses relating to the Funds’ (and the feeder funds’ pro rata share of the Master
Fund’s) activities and operations (to the extent not reimbursed in connection with an
investment), including, without limitation, all fees, costs and expenses associated (directly or
indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging,
settling and disposing of investments or proposed investments; other transaction costs,
including, without limitation, transaction fees, custodial fees, brokerage fees, commissions,
consulting, advisory, due diligence, investment banking, legal, financial, auditing, accounting,
research, third-party consulting and other professional fees and expenses related to
investments and proposed investments, as well as all fees, expenses, interest payments and
principal payments due to any lenders, investment banks and/or other financing sources in
connection with the financing, sourcing, acquiring, holding, monitoring, hedging and disposing
of investments or proposed investments; custodial fees, appraisal fees and expenses; all
investment-related travel expenses (including industry conferences) and travel expenses
related to the purchase, sale or transmittal of Fund assets; all entity-level taxes, fees and
other governmental charges; some or all of the costs of any insurance (including, without
limitation, general partner liability insurance, errors and omissions insurance, directors and
officers insurance, if any, and other insurance policies with respect to the Funds’ business
and affairs); directors’ fees; expenses incurred in the collection of monies owed to the Funds;
management fees; research related computer hardware and software expenses, including
Bloomberg terminals and subscriptions relating to, among other things, trading, order

Form ADV Part 2A Brochure | Broad Bay Capital Management, LP                             July 2026

management and other technology and services; legal, regulatory, compliance, auditing,
research and accounting fees and expenses (including, without limitation, fees and expenses
of any administrator (including the administrator of the Funds and the Funds’ pro rata portion
of the preparation and filing fees with respect to Broad Bay’s Form PF, if applicable, and the
preparation of all other regulatory filings in jurisdictions of incorporation or in other
jurisdictions where it is necessary, in the discretion of Broad Bay, to execute the strategy of the
Funds); expenses associated with the preparation and delivery of financial statements, tax
returns and Schedules K-1, if any; the reasonable expenses of any advisory committee of the
Funds; extraordinary expenses (including, without limitation, litigation-related and
...

Item 7. Types of Clients
As noted above in “Item 4. Advisory Business,” Broad Bay provides investment advisory
services to the Funds and the Managed Account.

Broad Bay provides discretionary management and advisory services to the Funds directly,
subject to the direction and control of the General Partner or Boards of Directors of the
Offshore Fund and the Master Fund, as applicable, and not individually to the underlying
investors. Broad Bay also provides both discretionary and non-discretionary investment
advisory services directly to the Managed Account.

Investors in the Funds and owners of separately managed accounts may include, but are not
limited to, high net worth individuals, pension plans (corporate, state and foreign), sovereign
wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds-of-
funds), trusts, estates or charitable organizations, and corporate or business entities.
Investors in the Funds and owners of separately managed accounts will be required to meet
certain suitability qualifications, such as being “accredited investors” within the meaning set
forth in Rule 501(a) of Regulation D under the Securities Act 1933, as amended (the

Form ADV Part 2A Brochure | Broad Bay Capital Management, LP                          July 2026

“Securities Act”), and also “qualified purchasers” as that term is defined in the Advisers Act.
Details concerning applicable investor suitability criteria are set forth in each Fund’s
Governing Fund Documents.

The minimum initial subscription in the Onshore Fund and the Offshore Fund is $1,000,000
for Class A interests/shares and $5,000,000 for Founders Class and Liquid Founder’s Class
interests/shares, both subject to the discretion of Broad Bay and, where applicable, the Board
of Directors of the Offshore Fund. This can include a waiver of the minimum initial subscription
amount to a minimum investment of $50,000 for the Onshore Fund and $100,000 for the
Offshore Fund. The minimum initial investment amount for the Managed Account was
negotiated between Broad Bay and the Managed Account’s owner. Broad Bay will determine,
in its sole discretion, whether to open or require a minimum investment amount for any future
separately managed accounts.